When Universes Collide Part 2: Blood Lust
by protector91
Summary: A trail of vampire assaults lead Sam and Dean to Los Angeles, where Clark Kent and Chloe Sullivan are investigating a similair attack on Lois. Meanwhile an old ally visits Angel, but the aftermath of the reunion may have dire consequences for the world.
1. Blood Lust

**A/N: Here we are with part 2 of my "When Universes Collide" Reboot. Part 1 can be found in the Supernatural/Smallville section. Like with the first part new scenes and dialogue have been added. Enjoy. The time frame is now after 'Identity' on Smallville and after 'Jus in Bellos' on Supernatural. Post "Chosen" for Buffy the Vampire Slayer. I'm not exactly well versed in the Buffy-verse, but I think I did an okay job with the characters.**

"I swear if you don't start talking now I'll blow her brains out," Dean threatened as he aimed his rifle at Martha Kent's head.

"How did it come to this," Dean started to think. "How did it to come to him threatening the sweetest people on possibly this whole darn planet!" It all came rushing back to him at he thought this.

* * *

**Several months ago**

Dean couldn't help but stare at Jason Teague's dead body lying in the hospital morgue. I guess it's true what they say. Everyone in life really does have a double. As far as Dean could tell there was nothing suspicious about this Jason guy's death. Well besides the fact that they look exactly the same. "Why dear old dad failed to mention that I'll never know," Dean said out loud. He was prepared to leave when the door to the morgue opened.

"What are you doing in here? I told the hospital staff that no one was to be in here," An annoyed voice behind Dean said.

"I can explain," Dean said as he turned around to meet the upset face of Genevieve Teague. Her face immediately changed from one of anger to one of shock. She walked up to Dean and placed both her hands on the sides of his face.

"Um Ms., please tell me you aren't about to do what I think you are?" Dean asked uneasily.

"Oh sorry," Genevieve apologized taking her hands off Dean. "I was just making sure that you were real and not just my imagination."

"Don't worry. I'm not some evil twin. You know what they say for everyone in life there's a double. Name's Dean Winchester."

"Winchester…Winchester. No. You wouldn't happen to be a relation of John Winchester?"

"He's my father. How do you know him?" Dean asked wondering if she was a hunter.

"I hired him a few times here or there to track down the most unusual of things. One of them being an old spell book that he never could find. Why are you here?"

"My dad told me about your son's death and for me to check it out in case there was anything out of the ordinary about it. Would've helped if he told me that I'd be starring at my own double, though. It's kind of freaky."

"Well if you must know my son Jason was murdered trying to locate one of three ancient stones of immense power. If united they could destroy all life on this planet."

Dean wasn't sure what to believe. He's never heard of these stones up till now.

"Did I forget to mention these stones are not of this earth?" Genevieve asked.

"So you're saying these stones are alien?" Dean asked unbelievably. He's seen a lot of strange things, but nothing of that sort. But if theses stones are the real deal he can't just let them fall into the wrong hands.

"Perhaps you could help me?" Genevieve suggested. "John does owe me anyway so this could be his way of paying me back so to speak."

* * *

Dean thought about it for a second, wondering what he was getting himself into. "What's the worst that could happen," Dean thought. "Even if the stones are real it shouldn't be anything I can't handle." "Ok, I'm in," Dean replied. "What do I have to do first?

"First you must travel to Paris. You should run into someone special when you arrive."

Dean was pulled out of his flashback by Jonathan tackling him. For an old man he was pretty tough. He wasn't stronger than Dean though, who easily fought him off and threw him next to Martha. Jonathan and Martha held each other as Dean cocked his shot gun and aimed it at them.

"I don't' want to do this," Dean thought with anguish. "Please, something, anything happen to prevent me from having to kill one of them to get the stones."

Dean's unspoken wish was answered; just not in the way he wanted. He felt the house begin to shake and he turned to the window to see a meteor heading straight for the house. The Kents held each other tight and closed their eyes as the meteor came. On instinct Dean dove out of the way narrowly missing it. The impact of the meteor, however, caused a section of the house to fall down and bury Dean. He could hear the other meteors falling outside. He had failed. The world was going to end burning and he couldn't stop it. But as quickly as the meteor shower had started it was over. "Clark," Dean thought.

Dean suddenly heard someone throwing the fallen debris inside the house. "Martha!" Jonathan shouted as he tried to find her. Dean was this close to pushing himself out of the fallen debris to help Mr. Kent regardless of the attempted murder when he heard Lois come running into the house.

"Mr. and Mrs. Kent! Clark!" She shouted with worry.

"Clark's fine Lois he wasn't even here."

Figuring Lois would help Jonathan find Martha, Dean slowly crawled out from under the debris covering him and slipped out of the house. He then painfully stood up and made his way away from the Kent farm leaving his truck behind as he couldn't leave any evidence that he might have lived. After walking for what seemed like forever (though it was roughly around half an hour) Dean made it to the Smallville city limits. He walked over to the Impala which he had hidden behind the now destroyed "Welcome to Smallville" sign during the last week of his time in Smallville. He was glad and surprised that it wasn't destroyed.

He smiled weakly before saying "Hey baby. Sorry I had to use the musty old truck during my investigation here." Dean weakly walked over to the Impala opened its trunk and pulled out a bottle with a strange looking potion in it. Dean swallowed the entire thing in one gulp and instantly felt all of his wounds heal completely. He remembered his dad telling him to only use this healing elixir in case of emergencies and this was about as big an emergency as he could think. Dean felt his cell phone begin to ring and he answered it.

"Hey Dad."

"Dean, I just found out that there was a meteor shower headed over to Samllville. Are you alright?"

"I'm okay though I had to use the healing elixir. You don't have to worry about the meteor shower anymore. The job's done. I'm out of here." A few weeks went by before Dean checked the internet to see the people listed as dead in Smallville. Listed on the obituaries was Jason Teague. Luckily for Dean his face wasn't shown. So as far as everyone knows Jason Teague died in that meteor shower. And he was going to keep it that way.

* * *

"Hey Dean, wake up." Sam said. Dean was awoken from his dream about his time in Smallville by Sam shaking him.

"What is it, Sam?"

"Bobby just called. Says he has another case for us."

"Has he found any trace of the demon that holds my contract?"

"Not yet though he is working round the clock."

* * *

"Metropolis. Hard to believe that one of the biggest and most lively cities in the U.S. happened to be located in Kansas of all places," Kate thought standing on the edge of a very tall skyscraper. She could attack anyone right now and hit the road, but she was starving. It had been a while since she had any fresh blood. Especially after the whole poisoning thing she had to deal with. So without any further thought, Kate shut her eyes and inhaled deeply. Nothing good. She tried again; this time taking an even deeper breath. An immensely powerful scent filled her nostrils and her eyes snapped open; a bewildered smile on her face. Now all she had to do was find where this scent was coming from.

It had been an hour since closing time and yet Clark Kent and Lois Lane were still working diligently in the Daily Planet's upper levels. Since the basement level had horrible computers Lois decided to purposely stay after hours so she could sneak to the top and use the better computers. Realizing Lois was just asking for trouble Clark stayed with her mainly to disable most forms of security so she wouldn't get caught. Cark at that moment was paying attention to the police scanner in case someone needed him. Lois was busy trying to figure out ways of finding the Red Blue Blur. She seemed pretty serious when she said that she was going to get the first exclusive interview with him. "Maybe I will give her that interview someday," Clark thought. Though he would never tell Lois he had really started to enjoy their time they spent together, however, he was still unsure about how he felt about her. She started acting differently towards him after Maxima appeared. She even asked him to zip up her dress at one point! When it came to matters of the heart Clark was always completely clueless. Lois saved her work to her flash drive and got up.

"Ok Smallville, I'm all done here. Are you coming?"

"I'll be right with you Lois," Clark replied still listening to the scanner.

"Okay see you down stairs." Lois said as she walked off not seeing Clark watch her as she left. "Keep staring Clark and you're gonna need a pair of glasses when I'm through with you." Lois threatened.

"Does she have eyes in the back of her head," Clark wondered.

"Yes I have eyes in the back of my head."

"Did she just read my mind," Clark thought surprised.

Lois smiled and winked at Clark before saying good night and headed down the stairs. As she was walking she heard a crash in one of the lower floors. Lois went to investigate since her journalistic instinct refused to let he ignore it.

"Hello," Lois called out. No answer. She opened the door to one of the rooms and slowly walked inside. "Hello! Anybody here!" She heard the sound of a girl chuckling in the darkness.

Suddenly Kate appeared out of the corner and advanced towards Lois with a hungry expression on her face.

"Who're you supposed to be?" Lois asked as Kate approached her.

"Just someone looking for a quick bite," Kate replied before exposing fangs and lunging at Lois. Lois quickly reacted and outstretched her hands to grab the Kate's face to keep her back.

"Get off of me you Resident Evil knockoff," Lois said as she struggled with Kate, who merely growled at her statement. "Two words pal. Breath. Mint," Lois said before kneeing Kate in the stomach. She then did a spin kick to her head spinning Kate backwards. Lois charged her and pinned her up against the wall.

"Pretty nice moves," Kate said before elbowing Lois in the chest. She then back handed Lois and shoved her on the desk. Kate attempted another go for Lois neck, but she kicked her in the chest forcing her off. Lois sprung back up and punched Kate in her face then slammed her head into another desk. Kate grabbed hold of a computer and chucked it in Lois' direction. Lois dodged it, but Kate tackled her and forced her back onto the desk; pinning her arms at her sides. "Not bad for human," she muttered exposing her fangs again. Lois' eyes widened at the ravenous expression on her face. Kate lunged down at Lois only to receive a tremendous head butt from Lois. Kate fell back and received a kick to the gut from Lois knocking her into another one of the computers. Lois tried to make a run for it, but Kate jumped in front of her. She hopped behind Lois grabbed her from behind and tossed her into the center of the room. Lois hit her head hard against one of the desks. Lois put her hand to her forehead and saw that she was bleeding. Kate grabbed her from behind and pulled her to her feet. "Your blood. It smells so good," Kate breathed out. Meanwhile on the upper level Clark was getting ready to leave. He used his super hearing to hear if anyone from security was coming when he heard the sounds of Lois struggling with someone. Clark used his X-Ray vision and saw Lois was two floors under him. He super sped down there just in time to witness Kate bite Lois' neck.

"Lois!" He shouted out. Kate turned around and Clark saw her blood stained fangs. Kate had an enormous grin on her face as she looked at Clark. So he was what she smelling before. Kate leapt in Clark's direction and wound up being caught in mid-air and thrown across the room and landed near the window. Kate struggled to her feet and realized she was outmatched from that one throw alone. She then turned and jumped headfirst out the closed window. Clark arrived at the smashed window just in time to see her crash to the street below. She then got up dusted herself off and ran away leaving hundreds of bystanders shocked.

"I'll deal with her later," Clark thought before going back to Lois's side. Her neck was bleeding and she was completely unconscious. Clark used his super hearing to listen to her heart beat which was weak but still there. "Hang on Lois," Clark said before super speeding her to the hospital.

* * *

**Sunnydale**

It had been a slow night for Buffy Summers. There hadn't been any impending apocalypses or vampires out for revenge in weeks now. It was almost as if hell finally decided to give her a break.

"And now back to Buffy the Vampire Slayer," the announcer on the T.V. said. Buffy groaned at the sound of that name and switched off the T.V.

"That has to be one of the worst films of all time," Buffy criticized leaning back into the couch.

"Oh come on Buffy, it's not that bad," Xander defended.

"Seriously, Xander. The story is cheesy, the acting is completely awful, and don't even get me started on how inaccurately it depicts my first days as a slayer. How in the hell did Joss Whedon come up with this anyway?" Buffy asked annoyed. Xander shifted uncomfortably in his seat at the moment though Buffy didn't notice thankfully.

"I just wish that something exciting would happen." Buffy wished.

"Buffy it's not like something is going to come crashing through the front door in the next five seconds," Willow said. Four seconds later the front door flew off its hinges and crashed into the living room. Buffy gave Willow a "you were saying" look. Willow's face, however, suggested that she had seen a ghost. "Buffy… look." She said pointing at the front door. Buffy turned her head and her mouth dropped open.

"Hello, Buffy," Spike greeted. "Sorry about the door, but I wanted to make sure my entrance caught your attention," he explained making his way towards Buffy. Buffy stood up and began walking towards Spike. She really wanted to believe that he was alive, but something was different. Something about Spike just seemed off. Whatever it was she wasn't going to take any chances. Buffy thrust out her stake, but Spike caught it with ease; he held back her stake without even trying. "What's the matter, Buffy? Lose some of the passion in your fighting over the year?" Spike grabbed Buffy's wrist and tossed her into the couch. The impact made the whole house shake as she tumbled over the edge. Xander jumped up, stake in hand, but his attack was also stopped. "Stay out of this," Spike ordered. He kicked Xander in the chest with the force of what felt like a sledgehammer sending Xander crashing into the wall. He gripped his heart trying to stand up; his breathing shallow. Spike turned his attention towards Willow smiling evilly.

"Hey!" Spike heard Buffy shout. She was wielding her scythe and brandished a pissed off look. "This is what you get for dropping in unannounced," she said and swung the scythe. Spike jumped back dodging the attack. Buffy went for another strike and Spike grabbed a hold of her weapon. Spike punched her at a speed so great she didn't even have time to dodge. She flew out of the room, crashed through several walls and crashed into the windshield of a car out cold. Spike heard Willow chanting a spell and jumped to her position. He landed behind her and pushed the scythe into her neck cutting off her oxygen flow.

"It will hurt a lot less if you stop struggling, Willow," He said to her. Her eyes shut and her hands went limp. "That's better," Spike said tossing her over his back.

"Spike! Why are you doing this!" Xander shouted trying to use the couch to pull himself up.

"Let's just say that being good wasn't all it was cracked up to be," Spike remarked then carried Willow's unconscious figure out the house. Xander heard the sound of a car's engine starting and stumbled out of the house in time to see Spike drive off.

**To be continued…**


	2. Head out

**A/N: Here we are with chapter 2. Enjoy!**

"Hello Willow," Spike greeted her. Willow eyes opened and she saw she was in some sort of parking garage. "My apologies for being so rough with you, but I couldn't risk you using any of your spells," He began. "Rest assured you will not be harmed."

"Well if that's the case then how about untying me." Willow requested.

"Sorry Willow. Can't do that." Spike said walking away from her.

"Can you at least tell me where the hell I am?"

"The city of angels."

"So, Los Angeles." Spike nodded and turned his back to her. Willow couldn't be more confused. This guy couldn't be Spike. There was just something different about him… well apart from him being evil that is. She had to figure out a way to let Buffy and Xander know where she was. If there was any time to try out this new spell now would be that time. Willow closed her eyes and concentrated, "Buffy. Buffy can you hear me?"

"Willow? Is that you?" Buffy asked.

"The one and only," She replied.

"Where are you?"

"Somewhere in Los Angeles."

"Hold tight, Willow. We're coming to get you."

"Not like I can do much. I'm a little tied up."

* * *

"Why are we keeping that girl alive?" Kate asked Spike as he approached her.

"Because Kate, she will prove to be a valuable ally. Whether she wants to be or not. Plus her friends will be attempting a rescue and I need one of them for my plan." Spike turned back towards Willow. "And no doubt she has just found a way to contact her friends through her magic." He knelt down next to her and laughed. "Willow you have no idea what you have just done."

"I think I do imposter. I just contacted the girl that's going to kick your demonic ass."

"You have only sealed their dooms, Willow. And you are going to help me."

"No chance in hell," Willow defied.

Spike put his hand around Willow's neck and only smiled. "I never said you would be a willing ally." He laughed and raised up his other hand. Willow's screams echoed throughout the garage followed by a flash of light.

* * *

"Grab your stake Xander. We're going on a road trip." Buffy said pocketing her own stake.

"Wait a second. Don't you think we should get some back up? Like Giles? Oz? Cordelia? Anybody?"

"No time, Xander," Buffy said already heading out the door.

"This is going to be fun," Xander sighed to himself and followed her out the door.

* * *

"Where are you going? Kate asked Spike as he left the base of operations.

"Out," he replied simply.

"To where?" She asked standing in his way arms folded.

"To visit an old friend," Spike answered and calmly pushed her aside. He walked into Los Angeles and after a small amount of time reached his destination; Angel Investigations. He walked in and made his way through the deserted building to the upper level till he got to Angel's office. Angel had his back turned and didn't see who came in.

"Sorry were closed," he apologized.

"Hello Angel."

Angel froze. It sounded like, but it couldn't be. "Spike?" He asked.

"In the flesh," he responded as Angel turned around.

Angel couldn't believe his eyes. "Spike, you're, you're."

"Alive. Is that the word you're looking for Angel?"

Angel approached Spike with caution just in case this turned out to be a trap. "How did you come back?" Angel asked. Something didn't feel right. Angel reached under his desk and pulled out a hidden stake. This guy was a fake. He had to be.

"Long story. But the question isn't how I'm back. It's why I'm back." Angel thrust the stake at Spike's heart and he caught his attack. "Why must it be always be stake first ask questions later with you people?"

Spike grabbed Angel's neck and then hurled him out the window causing him to crash into the building next to Angel Investigations. Angel fell to the alley way below and hit the ground hard. Spike jumped out of the gaping hole in Angel Investigations and landed in front of Angel. Angel recovered and charged Spike. Spike spun around and before Angel could react felt Spike's fist connect with his mouth. Angel smashed into the wall taking out a chunk of it on impact. Angel was back on his feet fangs exposed eliciting a chuckle from Spike.

"Are those things supposed to scare me?" Angel lunged at Spike, but he kicked his legs from under him, grabbed his jacket and tossed him into a section of the wall. Angel was back up, but Spike reached him in seconds and punched him in the stomach. Angel flinched from the blow and tried to counterattack. Spike deflected the strike and punched him in the shoulder dislocating it in the process. Spike put his hands around Angel's neck again and pinned him up against the wall. He pulled a weird looking device from his jacket. Spike thrust it into Angel's neck, who let out a yell of pain as he felt the device drill into his neck. The pain then subsided and Angel raised his head up to see that Spike had used the device to steal some of his blood.

"Thanks Angel," Spike said as he threw him to the ground and vacated the building. Angel got to his feet and staggered out of the adjacent building. Spike was nowhere to be seen.

**Metropolis**

Clark was busy scanning through the police data base in hopes of finding whoever attacked Lois. The doctors managed to stabilize her, but there wasn't much they could for her. Just then his phone rang and he answered it.

"Clark, how's Lois? Has she gotten any better?" Chloe asked.

"There isn't anything the doctors could do for her. Fortunately that's where having a billionaire as a friend comes in handy. Oliver's team managed to synthesize a serum that should counter the effects of Lois's vampire bite. But there is one problem. It can't be completed without the blood of what attacked her. So now I'm trying to find whoever that girl was by scanning the police data base."

"Well, keep searching. I'm already aboard Oliver's private Jet out of Gotham City and will be back in no time to help you out."

In the past week Brainiac had inexplicably released his grip on Chloe. She couldn't explain how, but she needed to get her head together and decided to accompany Jimmy on an assignment to Gotham City. Partially to clear her head and partially because she knew Jimmy wouldn't last a second in Gotham City on his own.

"Are you sure you are up to this Chloe?"

"Clark, we've already had this talk. For whatever reason I'm Brainiac-free and I'm not feeling any adverse affects since the separation. What matters now is finding whatever attacked my cousin. I'll be there soon," and she hung up.

"Clark." Tess called out.

"Tess. Why are you here so late?"

"I could ask you the same question. I assume it must have something to do with Lois's latest hospitalization. I think she might've set a record for the most times winding up in a hospital." Clark ignored her and went back to scanning the database. A smile formed on his face as he found the girl he was looking for.

"Who is that?" Tess asked looking at the computer screen over Clark's shoulder.

"The person that attacked Lois."

"It says here that she's been arrested in Los Angeles several times in the past. You aren't thinking of going there are you?"

"Of course not Tess," he lied. The last thing he needed was Tess trying to pry into his business.

"I'll buy that, Mr. Kent. For now at least," she said walking into her office. Once she shut the door she pulled out her cell phone started dialing.

"Hello,"

"I have an assignment for you."

"Anything for you Ms. Mercer."

"I need you to follow someone."

"Tailing people is my specialty. They'll never know I was there."

**Bobby's house **

"So what's the job this time Bobby," Sam asked.

"You said it was something big," Dean threw in.

"Several vampire attacks have occurred in the last few days," Bobby answered.

There was a few seconds silence before Dean said, "Um Bobby not that killing vampires isn't important or anything but what's so big about that?"

Bobby rolled his eyes before answering, "This is why." Bobby then put a map of the United States on the table. "The attacks are occurring in a straight line. Almost as if they are trying to lure someone out. If my guess is right the attacks are going to end here in Los Angeles. While I have no idea what the vamps could be doing there it's got to be big for them to be collectively working together."

"You can say that again," came a voice behind the three hunters. Sam, Dean, and Bobby all turned around and raised their shotguns at the intruder.

"Whoa. Easy their hotshots," Ruby sarcastically said. Sam lowered his weapon at the sight of her while Bobby and Dean kept them pointed at her.

"Still don't trust me do you Dean?"

"Well," Dean started.

"That was a rhetorical question. Anyway I was able to find some information on what the vampires are up to. Apparently some vampire known as Spike resurfaced a week ago. He rounded up a pretty big group of vampires and is planning on opening something he calls the demon vortex."

"What the heck is that?" Dean asked.

"It's an ancient portal that leads directly to hell," Bobby answered. "It can only be opened under specific conditions. One of which involves the use of a special statue, which directly opens the portal. There's also a second way, but I have no idea what it is."

"Well what are we waiting for Sammy? Let's go," Dean said already headed for the door.

"Yeah let's," Ruby remarked causing Dean to freeze in his tracks.

"Oh no there is no way I'm letting some demon join us. Let alone ride in the Impala."

"Like it or not Dean you're going to need my help with this. L. A. is crawling with more vampires then you two can handle on your own."

"She has a point Dean," Sam jumped in.

"Sam I can't believe you're taking her side!"

"You know Dean I am so sick and tired of your constant paranoia concerning demons! Don't you think if I wanted you two killed I would've done it by now!" Dean opened his mouth to fire back a response when he suddenly realized Ruby did make a valid point. He took several minutes to think things over before sighing and finally saying, "Ok fine you can come with us." Dean then walked up to Ruby and held his shotgun up to her chin. "But you listen well. If you so much as think about double crossing us I will personally kill you with your own knife. Right. Through. The chest. Understood?" Dean threatened.

Ruby looked back at Dean with unblinking eyes before calmly saying, "Fine".

* * *

Clark sped into Oliver's private jet nearly blowing Chloe out of her seat. "You'd think I'd be used to the after wind by now, but there's no adjusting to it," Chloe mumbled picking up some of her belongings that were knocked off the table.

"Sorry Chloe… Is that a stake?"

"Hey. It pays to be prepared; especially after what happened last time.

**Last time**

"Sweetie. This isn't a movie." Lana grabbed Chloe's neck and proceeded to suck her blood.

* * *

"I must've worn a turtle neck for a week after that incident," Chloe said shuttering. "So did you find the vampire that attacked Lois?"

"She has a criminal record in Los Angeles. It's not much, but it's as good a place as any to start."

"Alright. Will the blonde billionaire be joining us as well?"

"Oliver sends his regrets. He and the rest of the team are out on a mission somewhere in Africa. Wouldn't say what they were doing down there."

"It's just us then. Terrific."

* * *

"Permission to speak freely?" Kate requested as Spike returned.

"Granted," Spike said in a mock military voice.

"What the FUCK is going on here!? You rescue me from a couple of hunters and then leave me in charge of a massive army while you disappear for months and then just show up again out of nowhere. Do you know how difficult it is to maintain an entire army of very hungry vampires? Some of them became restless and went off on their own. It was a bitch to track them down again. So either you start talking or I'm going to tell the others that they might be putting their trust in the wrong vampire."

Spike smirked. "Such an inquisitive mind; I find that admirable. If you must know then I will tell you. Do you know what this is?" He said pulling out the device.

"Can't say that I do."

"Not the device; what's inside of the device." It looked like human blood, but didn't smell like it.

"Is that vampire blood?"

"It is. There is one of us living here in Los Angeles. He may not know it, but he is a prominent figure in my plans."

"What is your plan?"

"I wouldn't want to spoil it, Kate. But it will be worth your while to sit back and relax. Everything will unfold when the time is right. The other pawns in my plan are on their way her even as we speak."

* * *

The three factions traveled to Los Angeles as fast as they could. Two of the factions we're in this for personal reasons. To the other it's seems to be nothing, but a typical days job. None of them, however, could be prepared for the battle that awaits them in The City of Angels.

**A/N: What could Spike be planning and why does he need Clark, Buffy, Angel, and the Winchesters to do it? And who did Tess send to follow Clark? Find out as the action continues in the coming chapters. Please read and review. See you all later!**


	3. City of Angels

**A/N: Chloe still has her powers in this story. Also she and Jimmy aren't together anymore though they are still good friends.**

Xander and Buffy sped down the deserted street towards Los Angeles; Buffy was sharpening her stake when the radio signal shorted out.

"Demonic omen," Xander threw out.

"Oh yeah," Buffy replied. "This is probably a trap and we're walking right into it. Place is crawling with vamps most likely."

"You know we're going to have to go to him, Buff."

"I know," Buffy replied. "Just drive."

* * *

"We'll be coming up on Los Angeles in five minutes," the captain announced to Clark and Chloe.

"What's the plan once we touch down?" Chloe asked him.

"While I was searching online I found this strange agency. It's called "Angel Investigations".

"This is your captain speaking. We are descending into Los Angeles now. Fasten your seat belts….what the?"

"Wonder what's wrong?" Chloe said.

"See for yourself," Clark said looking out the window.

"What in the world?" Chloe looked out the window and saw an enormous fog cloud blanketing Los Angeles. Chloe whipped out her phone and did a quick weather scan.

"Let me guess. They shouldn't be experiencing any fog?"

"Bingo," Chloe replied as the plane touched down through the barrier. There vacated the plane and looked around. There didn't seem to be a soul in sight. "Where is everybody?"

Clark activated his super hearing and listened for the sound of anybody else.

"Anything?" Chloe asked.

"Several irregular heartbeats. Nothing much past that." He put his hand on her shoulder and they sped off into the city. Clark stopped once they entered the city and scanned more of it; still nothing.

"You ever get the feeling that you think you're alone, but you're not?" Chloe asked slightly nervous.

"Yeah. We better keep moving."

* * *

"Someone's entered the city," one of the vampires informed Spike.

"Ah. Our guests have arrived. Let's send them a welcoming party shall we," Spike replied.

* * *

"You know what's strange?" Ruby asked from the back seat.

"What? Dean replied keeping his focus on the road.

"We haven't seen any other cars for miles."

"Think the vamps did something?" Sam asked.

"I can't be certain, but it's a possiblity," She said as they passed the 'You are now entering Los Angeles' sign. Dean passed through the fog barrier and entered the barren city.

"There isn't a person in sight," Dean said. Everywhere he looked cars were left abandoned, buidlings empty, and the streets were devoid of life. "What the hell happened to this place." He shut off the Impala and got out followed by Sam and Ruby. Dean took out two machetes from the trunk and handed one to Sam. He pulled out a third for just in case purposes.

"Now that we're here, what do we do?" Ruby asked realizing that Dan never developed any sort of plan.

"Shh," he said hiding behind the Impala. Sam ducked down as well and pulled Ruby with him.

"Look," Sam said. "Vampires at 9:00."

"What are we waiting for," Ruby said about to jump into action when Dean stopped her.

"We're going to follow them and see what's going on," Dean said sternly.

* * *

Angel sat at his desk going over the layout of the parking garage while also trying to make sense out of the events that just happened. Everyone in the city, but him vanishes and then a very much alive Spike – or maybe it wasn't Spike – shows up out of nowhere and steals a sample of his blood. He doesn't know what this guy is planning and he sure as heck can't go rushing into it alone.

"Hey Angel."

Angel sat straight up stake, but didn't continue the assault when he saw who was at his door.

"Hi Xander. Nice to see you too," Xander said in a mock voice as a reaction to Angel's stake.

"What are you doing here?" Angel asked.

"You mean what are we doing here?"

"Buffy."

"It's nice to see you too."

"Why are you here?"

"Willow's been kidnapped. Someone claiming to be Spike attacked us. I don't know who he is, but he outmuscled me in no time flat."

"He outmuscled me too," Angle said pointing to the gaping hole in his office.

"Where do you suppose our little doppelganger could be hiding out in?" Xander asked.

"I noticed something strange going on at the old parking garage downtown. I was preparing to check it out when I was attacked."

"And "the Spike look alike" just waltzed right in here with no one noticing him." Buffy asked.

"If you're referring to my team, Buffy they've disappeared like everyone else in this city; minus the vampires that is."

"How does an entire city just up and vanish?" Buffy wondered.

"I feel like Will Smith in 'I am Legend'," Xander threw out walking to the hole in the building. "This is going to be one hell of a repair bill," he joked and then a vampire swung in through the opening connecting his feet with Xander's face. He recovered stake in hand when a second vampire jumped into the fray. He jumped over Xander's stake swipe and landed behind him restraining him. Xander thrust his elbow into the vampires chest, but it did no good and the vampire threw him into a file cabinet.

Buffy pulled out her stake and stabbed the first vampire right in the heart. The vampire initially gasped, but then showed an evil smile.

"Nice try slayer. But I've evolved past that weakness." He then pulled Buffy's stake out of his heart and threw Buffy on to Angel's desk. He raised the stake and prepared to throw it when Angel grabbed his hand and pulled the stake out. He threw it at the other vampire, who was about to punch Xander's lights, hoping it would work but the result was the same. He pulled out the stake and casually tossed it aside before tossing Xander out of the hole. Buffy ran to Xander and grabbed his hand to keep him from falling while the other two vampires closed in on Angel. Suddenly one of them gasped before his body flashed. He collapsed to the floor revealing a knife sticking out of the back of his head. The other vampire's eyes widened with fear as he turned around to see two guys and one girl standing behind him.

"Boo," Dean said before he sliced off the vampire's head. Ruby casually walked over to the dead vampire and pulled her knife out of its skull.

"You do realize that staking vampires only works in the movies Ms.?" Dean started.

"Summers. Buffy Summers."

"As in Buffy the Vampire Slayer?" Dean asked.

"Yeah; the real one," she said. "And I don't know what you're talking about, but I have been fighting vampires since my sophomore year in high school and up till now the stake always worked. Those two vampires said they had evolved past being staked. I've never heard of them doing that before."

"Well Buffy, my brother and I have been fighting everything that goes bump in the night since we were kids. Thus far all vampire lore has been proven to be crap to us."

"Can we settle the 'who's way of killing vampires is right' thing later?" Xander asked interrupting the argument between the two.

"And who are you supposed to be. Nick Fury?"

"Like I haven't heard that one before," Xander thought. "I'm Xander. You."

"Dean."

"Sam."

"Ruby. Who's that guy?"

"My name is Angel." Angel decided to keep his identity as a vampire a secret from Sam, Dean, and Ruby for now.

"Now that the formalities are out of the way why exactly are you here?" Buffy asked as they all began to exit AI.

"Because of a vampire named Spike." Dean answered.

"Spike is dead. That guy is some sort of imposter."

"Well whoever this imposter is he did a good job fooling the other vampires into believing he's the real thing. He's apparently trying to open something called the demon vortex," Dean replied.

"That's impossible. There's only one way to open the vortex and its miles away from here," Xander disbelievingly said.

"Not exactly," Angel entered. "There is actually a second way of opening the portal. That must've been why he wanted my blood."

"That's why we trailed those two vampires hoping they would lead us to wherever it is… wait did you just say Spike stole some of your blood?" Ruby asked. "Didn't Bobby say that both ways of opening the portal required a worthy vampires' blood?" Sam and Dean both nodded and drew their machetes.

"Hold it right there!" Buffy shouted as she stood in front of Sam and Dean. "Angel's record might not be clean, but he would never hurt an innocent person."

"See Dean? Not all supernatural creatures are evil," Ruby said.

"You are really starting to drive my patience Ruby!"

"Shut up!" Ruby and Buffy both shouted in unison.

"Whoa didn't know Buffy had a clone," Xander thought.

Suddenly three vampires came out of the alleyway and attacked. But before they could reach the team a big gust of wind picked up followed by the vampires being lifted into the air and falling to the street unconscious.

"What just happened" Sam asked confused.

"Sam?" a voice from out of the dark called. Everyone turned to see Clark Kent and Chloe Sullivan coming from out of the shadows.

"Oh ****!" Dean shouted in his mind. Clark turned to see Dean and his face turned from one of shock to one of rage. He ran over to Dean and grabbed him by the neck pulling his fist back for a punch.

"Clark, stop!" Sam shouted as he grabbed his fist.

"Clark I can explain!" Dean shouted. Clark lowered his fist, but still kept a firm grip on Dean's jacket collar.

**One already stated explanation later**

"And so it turns out that Genevieve had had been hoping that a hunter would show up at that morgue so she could have them finish what Jason started. She deliberately made it sound like there was some sort of unexplained reason for Jason's death knowing it would draw out one of us. Since I was this close to finding the stones when we kidnapped Lex and Lionel I decided to keep up with the charade. I never wanted anyone to get hurt and I most certainly didn't want to hurt your family Clark." Clark and Sam looked Dean unable to know what to say. Sam couldn't believe that Dean would do such things and Clark still couldn't get over the fact that Dean still came close to murdering his parents. In the end Clark released him.

"I'll deal with you later Dean. I have something important to take care of now."

"It wouldn't happen to involve vampires would it?" Buffy asked figuring she already knew the answer.

"How did you know that?" Chloe asked.

"A mysterious gust of wind picks up sending three vampires flying and then you come walking out of the shadows. Not a very good way to keep a low profile. Don't worry though you're secret's safe."

Clark saw no point in lying as it would only waist time and went with the truth. "One of my friends was attacked by a vampire not too long ago. She's dying but some specialists managed to create a serum that can save her. Only problem is that they need some of the vampire's blood in order to complete it. I scanned through the police records and found out that the same vampire was arrested a few times in LA back when she was human."

"So I guess we all have the same goal then. Me and these guys, Angel and Xander, have all dealt with vampires on a regular basis. My name is Buffy Summers." Buffy said.

"As in Buffy the…"

"Don't finish that sentence!" Buffy ordered. "We believe the vampires are hiding out at the old parking garage. The vampire that attacked your friend is probably there as well. Maybe we could work together."

Clark thought about the situation and decided to trust Buffy for now. He did in fact have no real experience fighting actual vampires (not counting the ones on the college campus) and decided it's worth it if it meant saving Lois's life.

The walk over to the garage was completely silent. No words were exchanged between Sam and Dean while Clark shot daggers at Dean, who was doing the same to Ruby as they entered the garage.

* * *

Kate's eyes snapped shut and she inhaled deeply. "Winchester," She spoke exhaling.

"Excellent," Spike replied. "You may begin when ready," he informed another person.

* * *

"We'll cover more ground if we split up," Buffy informed. "Xander, Clark, and Chloe are with me. Angel, you go with Sam, Dean, and Ruby." Angel looked uneasily at the machetes Sam and Dean were holding, but never the less agreed since arguing would waste time. "Hey, Fury," Dean called out to Xander.

"It's Xander," he muttered under his breath.

"Catch," Dean said tossing him a machete. "Might come in handy."

* * *

Angel felt strangely dizzy as he continued to search the garage. "Hey guys. Go on ahead. I'll be right with you." Angel grabbed and began to rub his head. It felt like it was on fire; like it was about to split open. He fell to the floor and felt an intense desire to scream with all his might. The pain soon subsided and Angel's eyes flashed gold. Angelus had returned.

"Hey Angel are you coming or what!?" Dean shouted. Angelus just evilly grinned as he walked to catch up with the three of them.

* * *

As the group reached one of the higher levels of the garage somebody started to clap from somewhere in the dark. "Glad to see you made it this far," Spike congratulated walking into view. "Oh hello Kal-el," he addressed Clark.

"Wait, you know him?" Buffy asked Clark.

"His name is Brainiac. He's one of my greatest enemies," Clark said getting serious.

"I guess we know why he released me," Chloe said.

"So what's the game here… Brainiac is it? (Man that's a dumb name for a villain)."

"This is no game Buffy. As for me having Spike's image, that is the last thing you should be concerned about. Or have you forgotten your friend?"

"Willow," Buffy breathed out. "What have you done with her!?"

"She wasn't going to be a willing ally so I had to get a little rough with her," Brainiac casually replied with a smile that made Buffy's blood boil.

"Where is she?" She angrily asked; her teeth clenched.

"You're friend, Buffy, is no more." He answered. Buffy felt something inside of her snap. It wasn't enough for this bastard to impersonate Spike, but he killed Willow as well! Before anyone could do anything Buffy already went charging at Brainiac not even caring that she was outmatched in strength. Someone else appeared from out of the darkness and bicycle kicked Buffy. She fell across the garage and rolled across the floor. She looked up from the floor and saw staring back at her was…

"Willow?" She called out.

Willow knelt down to Buffy's length and said, "Not quite." She kicked Buffy backwards and she landed next to Clark. Electrical energy bursts began to surge through Dark Willow's fingertips.

"You might want to take several steps back," Xander advised Chloe. "Things are about to get ugly."

Willow began to look at each of the heroes and began to say, "Eeny, meeny, miny," She stopped at Buffy, "MO!" She fired a powerful blast at Buffy. Clark reacted and blurred in front of Buffy; taking the full blast of the spell as a result and fell to his knees. Buffy's eyes widened at the sight of the massive scare left by Willow's attack.

"Wait a minute," Buffy thought. "How are you still standing?" She questioned.

"Let's just say I'm not from around here," he answered trying to get up.

* * *

"What were you doing for so long back there?" Ruby questioned as Angelus caught up.

"Just now playing my part in the plan," Angelus answered her with a smirk.

"Plan?" Dean began. Angelus' showed his fangs and uppercut Dean across the garage.

"What are you doing!?" Sam began, but had to hold back Angelus as he went in to bite him.

"Get your hands off him!" Ruby ordered pulling out her knife. Angelus spun back and grabbed Ruby's knife plunging it into her shoulder. Ruby screamed and her attempts to pull out the knife were thwarted when Angelus kicked her in the face knocking her out cold. Sam and Dean circled Angelus; Machetes drawn. This only elicited a small laugh from Angelus. He ducked Dean's swing and kicked his feet out from under him. He quickly stood back up and elbowed Sam's face. He threw out his foot at Dean's face breaking his nose in the process and taking him out at the same time. He slammed his head into Sam's face and knocked him out.

"That wasn't so hard," Angelus said cracking his knuckles.

"So what do you want me to do with them?" He asked into the darkness. Several vampires dropped into his view at his question. "Take them with us for now," Kate answered eyeing Sam and Dean with the utmost contempt. When the time came she would make them pay for what they did to Luther.

* * *

"What do you mean you're not from around here?" Buffy asked helping Clark up. He looked behind him and saw Dark Willow approaching them.

"Hold that thought," He said and ran to intercept Willow. The two smashed through the wall and fell to the floor. Clark's eyes glowed red and he fired off a blast of heat vision. Dark Willow caught the attack and focused the beam into a ball of fire. She hurled it at Clark hitting him in the chest. Willow was only smirking as Clark stood up. She kicked his knee causing him to fall to the floor. She aimed a punch at the top of his head, but Clark sprung up and enclosed his fingers around Willow's neck. Willow's hand started to glow and she thrust it into Clark's chest separating them and launching him into the side of a car; splitting the car in half due to the impact. Clark picked up the broken halves and chucked them both at Willow. She leapt over the first part and then destroyed the second with an energy blast. Through the smoke she shot more energy blasts, which Clark dodged. She telekinetically tossed a car in Clark's position. He dodged the car, but Willow used his moment of distraction and shot a full powered blast at his back. Clark closed his eyes and clutched his teeth as he fought to stand back up.

"Cool," she complimented. "Most people wouldn't be able to stand up after that."

"I'm not like most people," Clark commented and blurred to Willow; pinning her up to the wall. Willow giggled slightly while her hands began to glow.

Xander and Chloe saw the light from Willow's attack from the hole Clark created followed by hearing his shouts. This was followed by Buffy being thrown to the other side of the garage by Brainiac. As much as the two wanted to jump in and help their friends, the sheer power of the two villains made them stand completely still.

Buffy came to a rough slide and stood up to throw another punch. Brainiac deflected it and punched Buffy in her jaw. She staggered backwards from the attack and felt the room spin a bit. Brainiac's hand clamped around her jaw and he lifted her into the air and slammed her to the floor. Buffy tried with all her might to break his grip, but Brainiac was too strong. He shoved her down the floor and smirked as she tried in vain to try to stand up. Brainiac sped to her position and threw her into the wall. As she flew he sped over to her and slammed her up against the wall. Brainiac began to drive his fists into Buffy's stomach moving so fast she almost couldn't see them. Each strike felt like a blow from steel. Buffy tried to fight back, but he blocked her blow and struck her across the face. Buffy tasted blood and felt some of it drip out of her mouth. Brainiac went for another strike; this one aimed directly at her face. Buffy let out a yell and counter attacked; she delivered and upper cut to his chest launching him into the air. Brainiac crashed through the ceiling and fell back through another section. Brainiac jumped back to his feet, but Buffy was ready for him and sent a roundhouse kick to the side of his head. Buffy grabbed him and kneed his face and then body slammed him back the concrete floor. It broke on contact sending him falling to the lower levels. Buffy took some needed breaths as she heard him hit the ground.

"Look's like I haven't lost all the passion in my fighting," she said. At that comment Brainiac soared out of the hole he created blasting Buffy across the floor. She clutched her stomach realizing he hit her on his way up.

"I'm impressed," he said while floating to the floor. "You actually managed to rough me up a little. Most people of this Earth wouldn't be able to carry out such a feat," he said dusting of his clothes a little.

"You've got to be joking," she said in disbelief.

The garage shook violently and Clark flew into the room landing next to Buffy. Dark Willow floated into the room stopping next to Brainiac.

"Time for some real fireworks," she said. She let out a scream as numerous bolts of energy flew out from her body.

"DOWN!!!" Xander shouted pushing himself and Chloe down onto the floor to dodge the attack. Two streams of energy collided with Clark and Buffy and knocked them against the wall. Dark Willow concentrated the two beams upping the energy she put into them. Buffy and Clark held in their screams as Willow kept up the power; she was laughing like a maniac.

"ENOGUH!" Brainiac ordered. Willow's attack died down and Clark and Buffy sank to the floor; bodies singed from the attack.

"What do you mean enough?"

"I need them both alive for my plans."

"What about them?" she said gesturing to the petrified Chloe and Xander.

"I have no need for those two sidekicks. Kill them both," He ordered. Xander helped Chloe to her feet and they both made a break for it; avoiding a blast from Dark Willow in the process. Two vampires dropped from the upper level and pursed them. One of them tackled Xander and sank his teeth into his neck. Reacting on instinct Chloe grabbed her stake out of her back pocket and stabbed the Vampire. It turned to dust and Chloe helped Xander get to his feet.

"Do you have any idea where you are going!?" Chloe asked as Xander led her through several portions of the garage.

"Haven't the faintest!" He responded and came to an abrupt halt just barely avoiding running over the edge of the parking garage. "Think we have a chance?" He asked looking down.

"Only one way to find out," Chloe responded. They grasped hands and together jumped of the 3rd floor of the garage. The vampires all stopped at the edge and watched them fall to their deaths… only they didn't hear a crash. Looking down the saw that Chloe and Xander landed in a bush. The vampires were about to pursue when Brainiac called them back. "Forget them," He ordered. "The others will take care of them."

Xander and Chloe finally stopped running and hid in a nearby alley.

"You think they know where we are?" Chloe asked panting slightly.

"Probably. Vampires have a thing about being able to sniff out their targets. Especially ones that are hurt," he groaned and sat against the wall.

"Here let me see," She said pulling Xander's hand away from his neck. Chloe stretched her hand over his wound and a bright light showed over it. When it faded out Xander's wound was gone.

"You aren't too bad with a stake," he commented while looking at her in awe at her display of power. "Ever had any run ins with vampires before?"

"Long story, but the short version is that I wound up in a hospital after being bitten."

Xander suddenly grabbed Chloe and pulled her against him clamping his hand over his mouth. A vampire appeared in their viewpoint still hunting for them. He pulled his stake from his back pocket. "Please work," he wished and threw the stake at his back. The vampire flinched and yanked it out of him. The vampire saw them and grew his fangs and three other vampires dropped into the scene.

"What do we do now?" Chloe asked standing back to back with Xander.

"We have to cut their heads off," he told her. "You ready to kick some butt?"

Chloe looked over her shoulder and put on her game face. "Let's do this."

**A/N: How Angel and Willow became Angelus and Dark Willow will be explained before the story is over. Next chapter: The Ultimate Sidekicks. See you all then!**


	4. Demon Vortex

Xander suddenly grabbed Chloe and pulled her against him clamping his hand over his mouth. A vampire appeared in their viewpoint still hunting for them. He pulled hi stake from his back pocket. "Please work," he wished and threw the stake at his back. The vampire flinched and yanked it out of him. The vampire saw them and grew his fangs and three other vampires dropped into the scene.

"What do we do now?" Chloe asked standing back to back with Xander.

"We have to cut their heads off," he told her. "You ready to kick some butt?"

Chloe looked over her shoulder and put on her game face. "Let's do this." One of the vamps leapt at Chloe and pushed her against the wall. However, when he saw the crucifix hanging on Chloe's necklace he backed away from her. Chloe reacted and thrust her stake into his heart turning him into dust. Xander sliced off one of the vamps heads spun around and took off the head of the vampire behind him. Chloe dodged another vampire's attack and stabbed him with her stake killing him. One of the vamps grabbed her from behind, but Xander sliced of its head. The final two vampires charged Chloe and Xander and they smiled and stood their ground. The vampires went to attack, but Chloe and Xander stepped out of the way of their attack and killed them both from behind.

"Piece of cake," Xander said cleaning his machete.

"You are really used to this whole ordeal aren't you?" Chloe asked him as they walked back to Angel Investigations to collect more weapons.

"I've been doing this for a while now. What about you?"

"Since I was fourteen. My life was pretty average as you could imagine, but when I met Clark everything changed. I found myself fighting meta-humans, alien soldiers, vengeful ghosts, witches, neglected cheerleaders with nothing better to do. What about you?"

"Run of the mill supernatural creatures. Vampires, a werewolf, an invisible girl, evil hyenas, witches, a giant snake, and even a giant praying mantis."

"A praying mantis?"

"Long story. And if my guess is correct during your own adventures you had a thing for Clark? Am I right?"

"What makes you say that?" Chloe asked.

"Same story for me; boring ass normal existence turned upside down when a new girl suddenly drops in my life. I liked her and even jumped at the chance to perform CPR when she nearly drowned after fighting a vampire known as the Master, but after a while I moved on with my life and didn't spend every waking moment pining for someone I couldn't have like something out of a bad teen soap opera."

"You just described how the rollercoaster relationship between Clark and his ex-girlfriend Lana in one sentence," Chloe laughed.

"It was that bad, huh?"

"You have no idea. It got to the point that by the time we reached our senior year of high school the class actually started a pool for when they would break up/ get back together again. I tried moving on, but most of my attempts ended with the person trying to kill me or breaking up with me due to jealousy."

"As cheesy as this line might sound sometimes you find the right person when you just stop looking for them."

"You're right that line is cheesy," she laughed. "So, any sort of relationship angst for you guys?"

"Buffy and Angel were… different from your average couple. Mainly because he was a Vampire and she's a Vampire Slayer; kind of a forbidden love sort of thing."

"It's something you'd expect from one of Stephanie Meyers Twilight books."

"Don't even mention those books. They sucked and were all kinds of inaccurate where vampires are concerned."

"You should know seeing how you're the expert."

"Well I don't mean to brag, but I am the brains of my team. Don't tell Buffy I said that or she'll probably poke out my other eye."

"My lips are sealed," Chloe said giggling a little. "For most of my time knowing Clark I was the brains of the outfit until about a few months ago. I still am though he isn't as dependent on me as usual."

"Well you can't remain someone's side kick forever," Xander said as the reached Angel Investigations.

"Have you noticed something?"

"What?"

"Other than those vampires that came after us, we haven't met any more resistance."

"That Spike imposter doesn't consider us to be a threat since he looks at us as sidekicks. We'll show him though," Xander said opening the trunk of his car. "We'll show him we aren't your average humans to be thrown around. Now where is it? Aha," Xander said pulling out two swords.

"What's so special about those?"

"My brain washed friend is a powerful witch as you just witnessed firsthand. I had her cast a spell on these blades making them capable of cutting through anything and I mean anything." After the two of them went through Xander's car (and then raided the Impala's trunk) they set off for the parking garage again when an idea popped into Xander's head. "Wait," he said placing a hand on Chloe's shoulder.

"What is it?" She asked. Xander looked over at the Impala and both of them smirked.

* * *

Buffy's head was throbbing as she finally came to. She quickly realized that she was tied up and made an attempt to break free. As she tried Buffy scanned the area and saw Sam and Dean tied up as well as Clark, who had a weird glowing green rock around his neck. Buffy then saw Dark Willow and Angelus standing propped up against a wall.

"Nice to see you're all finally awake," Angelus said.

"Angelus?"

"Give the girl a cigar."

"But how is this possible?"

"Anything's possible in our world, Buffy. Right Willow?"

"Willow? You did this to him?"

"All I had to do was chant the correct spell and then Angel's soul hit the road."

"But fear not Buffy. I'll spare you the agony of carrying on in this world without him," Brainiac said.

"Before you kill us aren't you supposed to brag about your big plan? It's standard super villain protocol."

Seeing as Buffy wouldn't be living through this he saw no problem explaining himself. "I am the Brain Interactive Construct or Brainiac for short. I am a highly advanced alien computer from the planet Krypton. My reasons for looking like Spike are quite simple. During my first time on Earth my ship made a crash landing just on the outskirts of Sunnydale and who should be standing there but Spike. The Brainiac ooze separated from the ship and attached itself to Spike invading his body and taking over his brain. The ship then scanned Spike and copied his image though for reasons unknown it didn't copy his hair color correctly. The ooze released its control over Spike after that but remained inside of him seeing everything he saw. Years later when Spike was killed I absorbed the Brainiac ooze left in his wake and absorbed all of his memories and knowledge. I also absorbed his consciousness, which threatened to nearly over whelm me, but I managed to suppress it. I decided to use what he knew as a backup plan in case my plans fell through. However I was destroyed by Kal-el shortly after and didn't resurface again for two years."

"If you don't mind me asking who's Kal-el?" Buffy asked.

"Him," Brainiac said pointing towards Clark.

"Aliens really do exist," Buffy thought. "I so owe Xander 20 bucks."

"Before I was destroyed for the second time I infected some of my essence in Kal-el's friend. I remained in her body until I could come up with the perfect plan to take over this world and as it would turn out it rested with Spike's memories.

"I can't stand it when villains monologue," Dean groaned.

"My plan first involved me rounding up some of Spike's old followers. Then I had them commit a series of attacks bound to get the attention of Sam and Dean whom I heard about when rallying the troops. They carry a journal with them that just so happens to have the incantation to open the demon's vortex."

"What are you talking about?" Dean asked. "If there was some kind of incantation like that in the journal we would've known about it." Brainiac raised the journal and turned it to the last page.

"You never thought to check the last page?" Sam asked Dean.

"I thought that was just random gibberish and besides you know I flunked high school Latin."

"While you're busy explaining things how bought telling us how you turned Willow evil again," Buffy said while struggling with her restraints. "It's rather simple really. I just used my powers to reawake the dormant part of her mind that was Dark Willow. And I wouldn't bother struggling Buffy. You are bound by part of the Brainiac ooze. It is stronger than anything you could ever break." Brainiac then put his hand in his jacket and pulled out Angel's blood. He walked to a massive symbol on the floor and poured Angel's blood on it. He then handed the journal over to Dark Willow and she started to recite the incantation.

"Xander where ever you are, we could sure use your help right about now," Buffy thought.

Clark attempted to break out of the ropes that bound him but it was no good. The vampires used a very big piece of Kryptonite to keep him at bay. Kate came walking over to Clark as he attempted to break free.

"Is the big, strong alien stuck?" She mocked. "So I attack you're girlfriend and you decide to play hero and come rushing up here without even thinking about what you were going to be up against."

"Big words coming from someone who retreated after only one punch," Clark responded. Kate punched Clark for his comment and continued.

"You can try to act brave all you want but it isn't going to help her. She probably only has hours left to live. Of course you won't be there to witness it seeing as you'll be dead in little more than a minute. Once the vortex opens there won't be a thing any of you can do to stop us."

"Do you get all of your lines from comic book characters?" Clark asked. She once again punched Clark and walked over to Brainiac's side.

"Is it ready yet?" She asked. A few more seconds passed before Willow finished the incantation and gave her the journal as well as the device.

"Yes," Brainiac said as the symbol began to glow. A hole appeared in the center of it and began to grow in size. Willow started to chant a second incantation as it did.

"Sam, what is she saying now?"

"It sounds like… a resurrection spell."

Brainiac smiled. "And it begins." He said. Suddenly Brainiac heard the sound of car revving up its engines. Several of the vampires went to investigate before being blinded by the car's bright head lights.

"Don't you think Dean will be upset when he finds out you hotwired the Impala?" Chloe asked.

"He'll get over it once we save his life. You ready?" Xander asked holding up his hand.

"Let's do this," she responded taking his hand. Xander floored it and ran over all of the blinded vampires in his way. He jerked the wheel to the right bringing the Impala to a sliding stop. "Never fear my friends; the cavalry has arrived," Xander announced steeping out of the Impala.

"Uh…. Xander," Buffy said.

"The imposter is right behind me isn't he?"

"Yep."

"Oh boy." Xander felt a hand don his shoulder and was spun around by Brainiac. He gripped Xander's neck and raised him off his feet. Suddenly Brainiac let out a pained yell dropping Xander and turning to face Chloe.

"These swords really do cut through anything," Chloe thought. Brainiac changed his hands to blades and went on the offensive. Chloe deflected his first two strikes and went for his chest. Brainiac dodged her attack and blocked Xander's attempted stab from behind. He jumped back a few feet and smiled. "You two can do better than that can't you?" Xander and Chloe rushed him, but he stopped both their attacks with no effort. He launched his foot into Chloe's chest forcing her to the other side of the parking garage.

"Chloe!" Xander shouted forgetting Brainiac was still next to him. He tried to run to her aid, but Brainiac grabbed Xander's shoulders and tossed him in Buffy's direction. He made a hard crash into the wall and landed next to her.

"Better late than never?" Xander asked as he went behind Buffy to release her.

"Gotta say you do know how to make an entrance," Buffy replied as she was finally freed. Xander handed her the sword while he went to free Sam, Dean, Clark, and Ruby. Buffy, however was no longer in the room. When Xander turned his back Brainiac flew over to her at super speed, grabbed her, and took her the upper levels the parking garage.

"Buffy!" Dean shouted.

"Don't worry about her. She can take care of herself," Xander assured as he cut Dean free.

Upon reaching the top Brainiac threw Buffy to the edge of the garage. She hit it so hard that part of the ledge broke off. Buffy felt a great sense of pain as she got up on her feet. She brandished her sword ready for battle while at the other side Brainiac raised both of his arms and changed them into two blades. Brainiac ran at Buffy and swung both blades. Buffy dive rolled out of the way and swung her sword at Brainiac's leg causing him to stumble. He easily recovered and went for several more blade strikes at Buffy. She did her best to deflect all of them, but slipped up and was cut on her leg. Buffy fell from her feet and received a kick to the chin by Brainiac causing her to see stars. Buffy struggled to her feet and prepared for another attack, but saw that Brainiac was gone.

She scanned the area when she felt two arms grab her from behind across the chest. Brainiac hurled her to ledge and she hit it hard. As she tried to recover Brainiac punched her across the face. Buffy could taste blood as she fell to the ground. She rolled out of the way just in time to miss his foot coming down. He pulled Buffy to her feet and went for a punch straight to the face, but before he could Buffy plunged her sword into his knee. Brainiac groaned in pain as he released Buffy and attempted to pull the sword out of his knee. Buffy went for a kick to the chest before he had a chance but Brainiac stopped it and tossed Buffy back. He pulled out the sword and tossed it away.

"I'm through toying with you Buffy," Brainiac said. He then went into super speed mode landing punch after punch on the unable to keep up Buffy. He stopped in front of her and kneed her in the face before grabbing her head and slamming it into the ledge and throwing her back onto the floor. He casually walked over to Buffy who was on her hands and knees and kicked her in the chest. Buffy felt all of her energy leave her as she fell to the floor. As she fell she saw the sword. If she could just reach it… Brainiac seemingly read her mind and super sped over to her. "Good bye Buffy." And he threw her over the edge hurtling down to the vortex. Clark spotted her and caught her mid fall.

"Thanks, Clark."

"No problem."

"Watch out!" She quickly warned. Clark jumped upward missing Willow's energy burst. He put down Buffy and pulled up part of the concrete floor. He tossed it at Willow, but she destroyed it without even flinching and telekinetically pushed all the debris back at Clark and Buffy. They two of them tried to run out of harm's way, but Willow fired another energy attack at Clark blasting him through a wall; she focused on Buffy and did the same. Buffy executed a series of back flips dodging the attack, but Willow used her mind to trip her up allowing her to be hit with the attack.

"Where's the journal!" Dean called out as he sliced one of the vampire's heads.

"Looking for this?" A voice called out. The team all turned to see Kate holding the journal just over the vortex. Clark jumped out of the debris and super jumped over to her but felt the burning pain of Kryptonite. Kate turned out to be wearing the Kryptonite used to incapacitate him around her neck. Clark fought to keep his strength together as he couldn't give up. She went for a bite, but Clark kept her head back. She was clearly stronger though thanks to the rock and inched closer to Clark's neck. Before she could take a bite out of him Clark took one hand away from her face and thrust it at her necklace ripping it off. He threw it into the demon vortex and slammed his free fist into her stomach. She let out a grunt and backed away from Clark, panting slightly. She made another lunge at Clark, but he easily dodged and restrained her from behind. He stole back the journal and threw her into a group of vampires knocking them all down like bowling pins.

"Sam is there any possible way for you to translate this?" Clark asked handing Sam the journal.

"I don't know. This is an ancient demon dialect. I've never seen it before."

Several growls could be heard from the vortex as several vampires came out of the vortex followed by several demons. As they all rushed the heroes Clark's eyes changed color before he fired off a blast of heat vision at the floor. It kept back the vampires, but not for long. Some of them ran through the fire and were unharmed. Sam and Dean rushed towards them and sliced off two of the vamps heads but, were quickly surrounded by the others. More vampires took a running start and leapt over Clark's wall of flame. Xander staked one of them, but was grabbed from behind. Chloe stabbed the vampire in the back making it release its grip on Xander. A fist connected with his neck knocking him away.

"Xander!" Chloe cried out running to his aid.

"Aw isn't that sweet?" Angelus mocked standing in their path. Xander rushed Angelus, but he punched him across the face and snatched a handful of his shirt tossing him in Chloe's direction. Chloe jumped out of his way and tried to attack Angelus. He dodged Chloe's kick and punched her leg before hitting her in the throat. Angelus went to finish her off, but Xander came back at him and slashed at Angelus' knees causing him to fall. Xander threw a punch at Angelus, but even injured he was still able to parry his attack and hit him in his stomach knocking the wind out of him; as the fight continued more and more vampires and demons clawed their way out of the demon vortex.

"Sam! Any day now!" Dean said as more vampires arose from the vortex.

"I'm trying! I'm trying!" Sam shouted as he continued to look at the journal. Suddenly Sam felt a familiar rush of power course through him. He looked at the portal and then at the journal.

"Sam! What are you waiting for!" Dean shouted. Sam wasn't sure. He wanted to close the portal, but something was holding him back. His heat beat started to pick up and he could feel himself sweat. He looked back at Dean with apologetic eyes.

"I'm sorry, Dean. I… I can't… help it." His eyes turned black and he backed away from the portal.

"Sam, what the hell! Close the portal!" Dean ordered his brother. All Sam did was smile evilly as the whole garage began to shake.

"Something big is coming!" Buffy warned everyone getting back to her feet.

"But what is it!" Dean asked. His questioned was answered when a hand shot out from the portal and gripped the edge.

Brainiac walked over to the portal and gazed inside. "Welcome back Master."

**A/N: The Master is back and the demon vortex is letting more demons out with each passing second. Can our heroes prevail? Only one way to find out.**


	5. Showdown

"Something big is coming!" Buffy warned everyone getting back to her feet.

"But what is it!" Dean asked. His questioned was answered when a hand shot out from the portal and gripped the edge.

Brainiac walked over to the portal and gazed inside. "Welcome back Master."

"Wait, wait, wait, wait, wait. The Master? That's your big plan? Seriously? You've got to be kidding me. The Master! I've killed him already… more than once I might add."

"Buffy Summers; I thought I recognized that annoying voice," The Master said arising from the vortex.

"So, Big Bad number one. Ready to get killed again for the… I lost track. How many times have I killed you?" Buffy asked.

"You can make all the quips that you want, but trust me Buffy. This time things will pan out differently," Brainiac said to her.

"Says who?"

"Says me!" Brainiac super sped behind Buffy and stabbed her in the back with the device stealing a sample of her blood. Clark sped over to Brainiac, but he dodged Clark's rush and ran behind him drilling the device into his neck. He pushed Clark into Buffy sending them both flying through the wall. Brainiac approached The Master and held up the device.

"Hello Master."

"You're not Spike," he said. "Why did you bring me back?"

"For the same reason I'm working with you guys," Angelus said dragging an unconscious Xander by the leg. "The end of the world," he said releasing Xander. Chloe ran over to his side and checked to see if he was still alive.

"Xander?" She said lightly slapping the side of his face.

"Chloe, I'm alright. Stop slapping me," he murmured in a dazed tone.

"This might sting a bit," Brainiac said and stabbed the Master in his neck with the device sending the blood from the device into him.

"Such power!" The Master exclaimed as he felt the energy rush through him.

"I don't care how powerful you are. I'm going to kick your butt just like last time," Buffy said and rushed him. The Master ran at her, leapt into the air, and delivered a kick to her heart. Buffy flew back and the garage shook when she landed on the floor. Buffy stood back up, but felt a stinging pain in her heart. She stumbled and fell to her knees. Clark sped to the Master, but to Clark's surprise the Master moved as fast as he did. The Master ducked Clark's swing and slashed at his chest. Clark staggered back and the Master hit him in the stomach knocking him back to the group.

"What do we do now?" Dean asked.

"How about we run?" Xander threw out.

"That works," Chloe said.

"Seize them!" The Master ordered and his army pursued the team. They made it out of the garage, but before the demons and vampires could continue any further a force field appeared around the garage separating them from the Scoobies. The field went around the entire garage preventing any escape. A cloud of smoke appeared before the Scoobies and a woman stepped out of it.

"Who are you?" Clark asked.

"I'm Zatanna; Mistress of Magic at your service," she said taking a bow then smiling.

"Did you do that?" Buffy asked pointing to the garage.

"Of course I did, but I think we should continue this discussion elsewhere." Zatanna spoke one of her spells and they all vanished from the spot.

* * *

"What is this?" Brainiac said.

"Magical barrier," Dark Willow said.

"Can you break through it?" He asked.

"I could try, but the shockwaves from shattering this barrier will hurt us all. Very. Badly. The best we can do now is wait for it to disappear on its own."

"And how long will that take?"

"Two maybe three hours max."

"Great," Sam said. Willow gave Sam a weird look as he walked away towards the Impala. He was no ordinary human. She could feel his power; he was almost as strong as the Master. But what the hell was he?

"Master. May I speak with you for a moment?" Brainiac asked him. The Master nodded and Brainiac led him away from the others.

"What is it that you want?" He asked. Brainiac reached into his jacket and pulled out a black crystal. "What is that?"

"Your ticket to unlimited power, Master. All you have to do is touch it and you will be undefeatable. No one, not even the Slayer, will be able to oppose you."

"How do I know you are telling me the truth?"

"Master. I've resurrected you, gave you an army, and even brought you your most hated enemy on a silver platter. You're already stronger thanks to the blood I've infused in you. With this crystal you'll become even stronger." He held the crystal closer to the Master. "Take it." The Master took his time deliberating what to do. Ultimately he reached forward and touched the crystal. Upon his touch the crystal started to glow and emitted a high pitched wail. Brainiac smiled evilly as the Master was consumed by the light.

"Brainiac? Where? Where am I?" He said once the light faded out.

"Welcome back General Zod," Brainiac said kneeling.

"What's going on? The last thing I remember was Kal-El imprisoning me in that infernal crystal."

"You were imprisoned there, but when Kal-El used it to restore the fortress he unknowingly transferred your essence into the structure. You were trapped within the many crystals of the Fortress until I broke you out that is."

"How did you manage that? The Fortress would've stopped you."

"Do not forget that I am the Brain Interactive Construct. It'll take more than an incorporeal voice of a long dead man to dissuade me."

"But why choose this body for me to possess?"

"He is a powerful being in the supernatural realm. I've already gathered an army of people ready to follow him. Once this force field dissipates we can lead them on our conquest of Earth. And this time Kal-El won't win."

* * *

"Hello Angelus," Kate greeted.

"Kate. With all that's been going on we never got a chance to properly say hello. How long has it been?"

"A few centuries at least. If I might ask why are you really fighting with us? Last I recalled you weren't exactly a team player."

"I have my reasons," he replied. "I think the question is, 'why are you here'?"

"Why am I here? You know why I'm here."

"Because of some sort of beef you have with Sam and Dean. I don't think that's the case. I don't think it has to do with you wanting to bring about the end of the world either. I think you're scared."

"Scared? Don't make me laugh. You don't know what you're talking about."

"I think I do Kate. I heard about how Luther was killed. Shot right in front of you. After that happened your friends all treated you like dirt; some of them even going as far as beating you and viewing you as a liability. Then came that night that you saw them all killed by two of the most sadistic hunters you ever met. They took their time with you; poisoning you and then nearly finishing you off. And then there's Spike. You thought that by coming with him you'd be safe from any further harm from hunters. Tell me, what exactly did Spike do for you upon your arrival here?"

"He left me in charge of the troops while he attended to other matters."

"What else?"

"Some of them got violent," she stammered. "Some tried to take over the army by force; others ran away and wouldn't return without a fight," she said rubbing her stomach.

"Looks like one of them left you a little parting gift," he said lifting her shirt to reveal a nasty scare. "But there's more. Isn't there?" Kate sniffed and continued.

"When he came back he starved me; for weeks. I was almost near death when he finally sent me out," Kate continued and could feel tears stream down her cheeks.

"Sounds to me that you're in a situation no better than before and yet you're still with them."

"I owe Spike for rescuing me."

"He's not Spike."

"How would you know that?"

"He's a lot smarter for one reason Kate. And quite frankly this guy doesn't give a rat's ass about you. You're just a pawn in his plans just like all the others vampires in this garage. We're nothing but expendable to him. As a matter of fact I'd go as far as to say that he was the one that tipped off those two hunters to your location so he could swoop in and rescue whoever was left. You're afraid of the hunters when you should be afraid of him."

"What choice do I have!" She yelled at him. "I try to run Sam and Dean we'll probably find me and kill me. And it's not like I can just try to overthrow that imposter. I've seen him fight. I'll die."

"Not if you use this," he said holding out Ruby's knife.

"What is that?"

"I took it from the demon girl during the fighting. She probably doesn't realize it's gone. It's a powerful blade that was created back in 1835."

"How do you know that?"

"Because I was its intended first target; Samuel Colt had trapped me with the help of two other hunters. I was to be a test to see if his newly created weapons, a gun and this knife, could harm anything supernatural. He gave the knife to a hunter by the last name of Campbell and the gun to a hunter with the last name of Winchester."

"Winchester."

"Yep. Hunting runs farther back in their family than they realize. Before they could use the weapons on me I made my escape, but I learned later on that both weapons were an amazing success. Just take the knife and I promise you you'll have your revenge on Sam and Dean as well as never having to be afraid of dying ever again," he said holding out the knife to her. Kate held a shaky hand under his and he dropped the weapon into it. "Good luck Kate," he said as she walked away from him. "Fool," he muttered once she was out of sight.

Kate peaked around the wall spotting Brainiac and Zod having a conversation with their backs turned to her. She took a deep breath and tried to keep it under control as she snuck up on them. Kate felt beads of sweat form on her forehead as she got closer to them.

"You can do this Kate," she thought. She raised the knife high and swung it downward when Zod turned around and stopped her murder attempt.

"Kate. What a shocking turn of events," Brainiac said in a sarcastic tone. "General, I think now is as good a time as any to try out your newest power." Zod smiled showing his fangs and twisted Kate's arm making her relinquish her grip on the blade. He placed his hand on Kate's forehead and she started to convulse. Her eyes turned black for a second and Zod released her.

"How may I serve you, Master?" She asked kneeling before him.

"That could've gone better," Angelus thought observing the three.

* * *

"So who are you?" Buffy asked Zatanna.

"They call me Zatanna. I'm a powerful sorceress."

"Why are you here?"

"I'm here because I felt a disturbance in the magical force." Xander snickered at the comment and Zatanna glared at him. "What are you laughing at Fury?"

"That is seriously getting old," Xander thought.

"There's another witch nearby," she continued.

"It's my friend Willow."

"Rosenberg?"

"How do you know her?" Buffy asked.

"I don't. Not personally anyway. I've been keeping track of her progress ever since she cast a soul spell. She's been so good up till this point."

"She still is. Someone's brainwashed her. We have to go back there before she breaks the field you put up."

"You don't have to worry about that. Breaking that barrier will only hurt more than help. It'll only be up for a short time though."

"How long?"

"About two hours. You guys need to rest before rushing back out there though."

"Awesome," Dean said.

"What's wrong Dean? You've beaten monsters in shorter times than that," Ruby said.

"Can we talk?" He asked and not waiting for an answer pulled Ruby downstairs.

"Look if this has to do with where my loyalties lie…"

"It has nothing to do with that," Dean interrupted. "I want to know what the hell happened to Sam. He went full on Darth Vader on us."

"I wish I knew, but I don't. We might have to kill," Ruby was cut off by Dean slapping her.

"Don't you dare finish that sentence you demonic son of a bitch," he snapped. "There is no way I'm killing Sam. Do you understand me?"

"Anyone ever tell you that your devotion to Sam is going to be the death of you one of these days. Oh that's right. You sold your soul bring to him back from the dead and you're headed way south as a result in a couple of months."

"Are you finished?" He asked.

"Yeah, I'm finished Dean. If you don't kill him someone else will because like it or not I think the innocent person that Sam was is gone forever."

"You're wrong," Dean whispered when she left. "You're wrong!" He yelled this time knocking something off of a desk.

"Dean."

"What! Oh. It's you Clark. What do you want?"

"I'm just here to tell you that we'll be heading out in 20 minutes."

"Thanks," Dean said and Clark started walking back up the stairs.

"Wait."

"What?"

"Listen Clark. About what happened four years ago with your parents. I need you to believe me when I say I didn't want to hurt them. I was desperate at that point. The hunt for the stones almost changed me. I found myself doing things I'd never even consider originally." Clark didn't say anything to Dean. He only stood there with his arms folded so Dean continued. "I'm not a murderer Clark. You have to believe me."

"You tried to kill my parents Dean. I can't just forget that happened."

"I understand."

"But Sam talked about you a lot when he was in Metropolis. He thought the world of you. I don't know what kind of person you really are, but if you're anything like Sam or at least the Sam I met back in Metropolis then I guess you can't be all bad."

"Thanks Clark."

"You're welcome. This doesn't mean you're off the hook for the stones though," he said ascending the stair case.

"You were pretty good out there for a person that's never fought vampires before," Xander said to Chloe. "Are you sure a weird old man never came up to you, said there wasn't much time, and that vampires were among us?" He joked.

"No," Chloe said with a giggle. "Believe me I'd remember that if it happened; though to tell you the truth being superhuman is overrated."

"I know what you mean. Always having to keep your identity a secret from those you love."

"Only for them to find out anyway," Chloe finished. "Not to mention the weaknesses."

"The brooding."

"The 'stay out of this for your own safety' speech."

"Followed by you rescuing them in an ironic turn of events."

"Couldn't have said it better myself," Chloe said giving Xander a warm smile, which he returned.

"Ahem," Dean cleared his throat cutting their moment short. "You two can bond later. Come downstairs." Chloe and Xander hopped of Angel's desk and jogged over to the stairs.

"We still need a sample of Kate's blood," they head Clark say to the others.

"What do you know? They started without us," Xander said.

"What else is new- whoa!" Chloe tripped on a bad step and fell down the stairs only to be caught by Xander before she hit the bottom. "You caught me. How did you?"

"When you live our life you tend to develop quick reflexes," Xander said letting go of her.

"What did I just get through telling you two?" Dean asked standing in the doorway.

* * *

Angelus almost felt his skull shake inside his head when Zod hit him. He backed up against the wall and Brainiac and Zod blocked his path.

"You think we wouldn't find out your plans to kill us," Brainiac said showing Angelus the knife. Kate lay against a truck with a vacant expression as he interrogated him.

"Obviously since you didn't know about it till the moment it nearly happened." He retorted.

"You insignificant creature! Give me one good reason why I shouldn't break you in two right now?" Zod asked. A smile formed on Angelus' face and he started to laugh.

"What are you laughing about?" Zod sneered seizing Angelus by the collar of his coat.

"I'm laughing at you, you wannabe Big Bad. You talk a big game, but quite honesty you aren't all that menacing. Not to mention that you were defeated mere hours after you arrived on Earth."

"How did you know that?"

"I spied on you two obviously," he said. "I find it hilarious that you wound up causing the destruction of your own planet. That makes you stupid not threatening."

Zod yelled in anger and threw Angelus to the floor. "Go on; kill me if that'll somehow make you feel superior. I've been to hell and back already and it's not so hard to claw your way out the second time." A small growl left Zod's mouth, but suddenly a light materialized in the room revealing the Scooby team. "We can settle this later," he said to Zod and Brainiac. Zod nodded and he and Brainiac sped at Buffy. Clark reacted and intercepted the two of them disappearing from the battle. An energy blast soared at the Scoobies blasting them away from each other. Dark Willow smirked at them and tossed another energy bolt at them. Zatanna jumped in front of them, caught the attack, and threw it back at Willow. The attack connected with her face forcing her up to the ceiling. She crashed through it and landed on one of the upper levels. Zatanna teleported herself up to the same floor.

"Nice try," Willow said revealing a burned face as a result of the attack. "But you'll have to do better than that if you want to hurt me," she said waving a hand in front of her face healing the injury.

"Dnuob yb leets!" Zatanna chanted backwards. A series of chains flew out of her sleeves and tied up Willow.

"Come on! You can do better than that," she said and broke out of the chains. Zatanna sent a roundhouse kick at Dark Willow, but she parried it and threw a right hook at Zatanna's head followed by a left hook and slammed her head into Zatanna's. Zatanna executed a back flip hitting Willow in the chin and shouted "Llaw fo erif!" Flames erupted from the palms of her hands and circled around Willow.

"Why don't you try to actually fight me!" She screamed and leapt over the flames.

"Because you're a good person. I don't want to hurt you."

"That makes one of us," she said and fired a massive energy blast at Zatanna. She conjured up a shield, which absorbed the blast making Willow put more power into it. "You can't keep up that shield forever!" She yelled at Zatanna as she could feel her nose start to bleed.

Clark reached the upper levels of the garage and pushed Zod and Brainiac off of him.

"How bold of you Kal-El to try and fight the two of us by yourself," Zod said.

"How do you know that name?"

"You don't recognize me? Well I am in a different vessel."

"Zod?"

"You are correct." His eyes changed to a fiery red and he fired an intense blast of heat vision at him. Clark fired his own heat vision blast and the two attacks clashed. Clark put everything he had into the attack pushing Zod's further back at him. Zod refused to give up and put more energy into his. The temperature in the room rose as they put more power in the blast, but neither of them was getting the upper hand. Brainiac decided to change that and shot his own beam of heat vision at Clark's chest. He was launched threw the air across the garage and fell against the wall. Clark shielded his eyes as Zod's beam of heat reached his face. Brainiac's vision connected with his chest again and they upped the intensity of their attack. Clark gritted his teeth as he fought to stand up. He could feel his skin starting to burn off; taking a deep breath Clark blew a large gust of wind at the two of them breaking their attack and launching them into Zatanna's force field. Clark breathed heavily as he felt his burned skin slowly heal. Zod levitated off the floor and flew full speed at Clark carrying them upward through every floor of the parking garage. Clark put his hands around Zod's neck and started strangling him breaking his concentration. Clark broke himself out of Zod's grip and punched him with all his strength sending them both hurtling downward.

* * *

Kate swung the knife at Buffy missing her by inches. Buffy threw out a kick and knocked the blade out of her hand. Kate snarled at her, but Angelus stopped her from continuing.

"The Slayer's mine," he said. Kate nodded and stepped away. Angelus' face transformed to its hideous demonic form and he charged. Buffy jumped over him and hit him in the spine. Angelus fell, but managed to flip himself upright. He kicked Buffy twice in the face and once in the side. Buffy blocked his next attack and swung a punch at his gut. Angelus dodged it and hit Buffy's wrist with such force that he almost broke it. He caught Buffy's next punch and squeezed her fist trying to crush every bone in it. Buffy reacted by slamming her foot into his making him recoil from the pain.

Her hand free Buffy uppercut Angelus forcing him upward. Buffy got under him and kicked him in the back a second time. Buffy pulled him up, but Angelus did something unexpected and bit her hand. Buffy screamed and Angelus kicked her in the mouth. Buffy panted as she stood back up, but Angelus didn't give her the chance and thrust his foot down onto her back. He was about to go for a second attempt when he heard someone running at him from behind. He threw back his elbow hitting the person in the nose and tossed them into the wall.

"Nice try, but not nice enough," he said to Chloe who had a hand over her nose. "I'll deal with you shortly Slayer" he said giving her face one more kick. He walked over to Chloe and pushed her up flush against the wall; fangs exposed. Chloe pulled her hands away from her nose and pushed his head away from her neck, but it was doing any good.

"Chloe," Xander thought seeing she was in trouble. Spotting Ruby's discarded knife Xander picked it up and dashed at Angelus. Angelus saw relief in Chloe's eyes and spun around to stop Xander from attacking him. Xander reacted faster than he thought he ever could and ducked under Angelus' arm plunging the blade into his stomach. Angelus let out a loud growl throwing Chloe away and kicking Xander in the chin. Xander felt is head snap back and was back on the floor reeling in pain. Angelus pulled the knife out of his stomach and tossed it aside. He suddenly felt a great pain in his back and fell to his knees. Xander knocked him onto his back and sliced into his chest. Chloe raised her sword over her head and swung down, but something stopped her mid-attack and the weapon soared out of her hand and into Sam's.

"Girl's shouldn't play with dangerous swords," he said.

"Sam," Dean said from behind him. Sam dropped the sword and walked over to him. "Sammy. Are you still in there?"

"Don't you get it Dean? I'm not being possessed. This is what I was always going to become. You were just too stubborn to accept it and to pathetic to carry out dad's order when it became apparent what I was capable of."

"That's not you talking Sam."

"And how do you know that?"

"I can't explain how. I just know and if I have to beat some since into you then so be it!" Dean punched Sam across his face and Sam could taste blood as he spun around from the blow. He spit some of the blood out and delivered his own punch to Dean's right eye. Dean flinched and staggered back. Sam charged him, but Dean kicked Sam in the foot making him lose his balance. Sam plummeted to the floor, but he jumped back to his feet in seconds. Dean aimed a kick at the side of Sam's face, but he ducked the attack and hit Dean in his ankle. Dean fought his pain and kicked Sam in the side whirling him around.

Dean jumped at Sam's back, but he lifted Dean off of him and threw him at the windshield of the Impala. His back crashed against it and he rolled off. Sam ran at Dean and shoved him towards the demon vortex. Dean tripped over his feet and fell inside. Dean shot out his hands and grabbed the edge of the vortex to keep himself from falling in. Kate walked over to Dean and stepped on both his feet; a sadistic look on her face. He groaned out from the pain he was feeling; fighting to not let go.

"Sam!" He called out. "Sam!"

Sam only stared at his brother when he suddenly felt something inside.

"I know you're still there Sam! Sammy!"

"Dean," he said barely above a whisper. The blackness in his eyes faded out. "Dean!" He ran over to Dean and rammed Kate off his feet. She fell into the vortex, but managed to grab onto Dean's feet. "Hang on, Dean!" Sam said. "Give me your hand!" Dean stretched out his left hand from Sam to grab, but one of the demons tackled Sam and started pummeling his face.

"Get off him you bitch!" Dean cursed. He tried to pull himself out, but the pain in his hands was too great. Now back on her feet Buffy spotted Dean and rushed to the vortex. She pulled out her stake and hurtled it at Kate. The stake sank into her heart and the vampire released Dean's feet. She screamed as she fell into the vortex and was consumed by the shadows of the vortex. "You were saying about stakes never working," she said with a light chuckle while pulling Dean up. Dean didn't get a chance to answer because the garage violently shook. It shook a second time and Clark followed by Zod and Brainiac fell through the ceiling.

Dean dove out of the way of the falling debris, but Buffy wasn't quick enough. In pain, but still alive Buffy pushed herself out of the rubble meeting Brainiac's stare. Buffy dodged his attack and kicked him in the side of the neck launching him into one of the parked cars. He smashed through the hood and landed in the back seat. He kicked out one of the doors dusted off and started approaching Buffy, who was fighting off multiple vampires.

Xander sliced of another vamps' head and bent back dodging a weapon that looked like Buffy's scythe.

"Wait a minute. That is Buffy's scythe!" He thought. The vampire attempted to cut of Xander's head, but Chloe deflected the attack and cut off the vampire's head. He spotted Buffy tossing five or so vampires into the vortex and saw Brainiac approaching her from behind. He picked and the scythe and yelled, "Buffy! Big bad at 6:00!", and he threw the scythe at her. Buffy caught her trusty weapon and plunged it into Brainiac's chest just as he was about to strike her.

"That was for brainwashing my best friend," she said. She yanked out her scythe and slashed Brainiac's throat. "That was for taking the form of Spike!" She pulled back her weapon and cut clean through his stomach. "And that… well that's for having a stupid bad guy name you wannabe Big Bad." Black liquid leaked out of Brainiac's eyes, mouth, and nose. Buffy blew on Brainiac and he tumbled backward into the vortex.

* * *

Zatanna was at the end of her rope. She couldn't keep up her field any longer. It vanished and Willow's attack hit her square on. Zatanna squirmed on the floor. Willow laughed and approached Zatanna, but stopped. She sank to the floor and her eyes changed to a black color. She coughed violently and then something black fell from her mouth. It bubbled for a moment and then it dissolved into nothing. "Oh my God! Are you alright!" She asked kneeling by Zatanna.

"Are you back to normal, Willow?" She asked.

"Obviously or I don't think you'd be breathing right now," she said assisting her up. "I'm sorry. I wanted to fight back, but that imposter did something to me. I couldn't control my actions…"

"It's ok Willow," Zatanna interrupted. "Right now we need to go back and help your friends."

* * *

One of Sam's eyes swelled shut as he was hit again. The demon was clearly enjoying this. He went for another punch, but Sam stopped him. The demon saw Sam's eyes turn pitch black and was suddenly very scared. He felt an invisible force attack him from the inside and his body flashed an orange color. It flashed again and the demon fell against Sam. He pushed her off him and helped Dean to his feet.

"What's happening to you Sam?"

"I don't know."

"We can have this conversation later!" Ruby said throwing another vampire into the vortex. We need to close the portal. Where's the journal?"

"I don't know. It could be anywhere!"

"Loose something?" A demon asked holding the journal over the vortex.

"Not again," Dean muttered. The demon let go of the journal, but it flew away from the vortex and into Willow's hands.

"Let's send these bastards back where they came from," she said and read the incantation to shut the portal. The garage shook and then several shadows shot out from the vortex seizing all the demons it let loose while sealing itself up. Multiple demons and vampires were screaming bloody murder as they were pulled in. Clark ran around in a circle at super speed forming a tornado catching the rest of Brainiac's army and dropping them all in the vortex. Both of Zod's arms and legs were caught by the shadows and he was pulled towards vortex.

"I won't go back to an eternal hell!" He roared and broke himself free from the shadows just as the vortex sealed itself. The wounded Angelus, who Clark missed, crawled away to the sidelines while Zod confronted the Scooby Gang. Clark and Zod super sped at each other and their resulting clash emitted a strong shockwave throughout the parking garage. Zod hit him in the side of the face drawing blood. Clark hit Zod's shoulder, but he dodged Clark's next attack hit kicked him in the forehead launching him back. Buffy joined the fray and leapt at Zod tackling him. Zod blocked her follow up attack and kicked Buffy in her chest forcing her off him. He threw her at Clark, but he caught her and tossed her back at Zod.

Buffy spun around like a corkscrew landing kick after kick against Zod face. She delivered one final kick knocking out some of his teeth. Zod grunted and backhanded her to the other side of the garage. Clark and Zod attacked each other at a speed so fast no one could see them move. The garage rumbled and Clark came sliding next to his friends; his face cut up and bloody. He recovered and they both simultaneously threw punches at each other. The shockwave created from their fists connecting shattered every car window in the garage. Zod snatched Clark's shirt collar and tossed him through the air firing off several bursts of heat vision. Clark countered with his own bursts canceling out Zod's. He was prepared, however, and shot one more burst at Clark hitting him as he fell back to the floor. He dashed at Clark and sank his claws into his chest. Clark pushed his claws out of him and his eyes widened at the blood flowing out of him. Zod took a deep breath and blasted them all with his super breath sending them all back a considerable distance.

"Either of you know any spells that can take this guy down?" Dean asked.

"One," Willow said. "But it's too powerful for me to perform on my own."

"Maybe you just need a helping hand," Zatanna said grasping Willow's hand.

"You'll never get a chance to finish it," Zod said.

"I beg to differ," Buffy said and grabbed him from behind.

"Meddlesome fool! Release me!"

"If you're going to do that spell you better do it now!" Buffy yelled as she put all her strength into holding onto Zod. She could feel her bones coming close to breaking as he tried to break out of her grip. Willow and Zatanna quickly recited the spell and two beams of light were emitted from their hands.

"Buffy! You have to let go of him!" Willow shouted to her.

"No! Not yet!"

"You have to or you could die!" Zatanna yelled. Buffy refused, however. She held her ground and fought with every muscle she had to not let go of him.

"Buffy! Let go!" An enormous shockwave emitted from where Buffy and Zod were standing flinging them both as well as everyone else against various sections of the parking garage.

Buffy thought she smelled something burning as she lay face down on the concrete surface. She heard someone step in front of her and looked up. A burned, bruised, and furious Zod was towering over her. He seized her neck and lifted her off her feet.

"You shouldn't interfere in affairs that don't concern you," he said putting pressure on her neck; Buffy felt dizzy and started losing vision in her eyes. "Any last words?" Though she was hurt Buffy managed a smile.

"Better luck next time bitch." She pulled out a stake from her back pocket and stabbed Zod right through the heart. Zod flinched and dropped Buffy. His shaky hands gripped the stake and then his flesh started to disappear. "NOOOOOOO!" He yelled to the heavens until all that was left of him was a skeleton. Buffy pulled her stake out of the skeleton and smiled.

"What happened to Kate?" Clark asked remembering what he came here for.

"Fell into the vortex," Dean said bracing himself against a car to get up.

"But what about her blood?" Chloe asked.

"Relax," Buffy said reaching into her coat pocket and pulling out Brainiac's device. She felt light headed and then the world tumbled back. Buffy laid on the hard concrete floor and her world went black.

**A/N: Next Chapter is the epilogue. Thank you all who have read this story.**


	6. Epilogue

Buffy felt warm; really warm. She had a vague recall of fighting the master, the demon vortex, sending the dying Spike double into the vortex and then nothing, but darkness and a feeling of intense cold. Now she felt intensely warm. Was she dead? Again? Buffy felt a hand enclosed around hers. It felt familiar to her, but she couldn't think of why.

"That's because it is familiar to you, Buffy."

"Willow?"

"Unless you know someone else with the power to beam their thoughts into someone's mind," she joked. Buffy laughed and then slowly opened her eyes to find that she was lying in a hospital bed; Willow sitting beside her.

"How long have I been out?" Buffy asked.

"About a week."

"A week! What happened? I can barely remember anything."

"Well, you staked the Master and sent him packing back to hell…again. How did you know that the spell Zatanna and I used stripped him of his invulnerability?"

"Call it a Slayer's Intuition," she said after a slight hesitation.

"You had no idea did you?" Willow bluntly asked.

"My head was in agonizing pain. I couldn't think straight and just used the first weapon I had on me. So what happened next?" She inquired to change the subject away from the staking.

"You fainted afterwards. We all thought you had died and to tell you the truth Buffy you should have."

"So how did I cheat death this time?"

"You can thank Chloe. She healed most of your more serious injuries before we rushed you off to the hospital."

"Where is she?"

"Good question," Dean answered entering Buffy's room with a bag of potato chips. "She was here a few minutes ago and then she disappeared."

"Speaking of Chloe has anyone seen Clark?" Sam asked.

"He said he had things to check up on back home and left about an hour ago," Dean answered.

"What about Angelus?"

"Funny you should mention Angelus. You see…"

* * *

**One Week Ago**

"How's it coming Chloe?" Willow asked her as she healed Buffy. The light from Chloe's hands died out and she rubbed her temples. "She'll live," Chloe informed her and fell back into Xander's arms.

"Are you alright? What's wrong?" He asked holding her steady.

"It's nothing; just a side effect of my power when used for an extended period of time," A slightly dazed Chloe explained. "Buffy has to be taken to a hospital, however."

"I'll take her," Clark offered lifting Buffy's unconscious figure into his arms.

"Take her to the one in Sunnydale," Xander told him. Clark nodded and zipped out of the room.

"Now all that leaves is." Dean pulled out a gun and fired directly past Xander; the bullet missing Angelus by an inch. "Going somewhere?"

"Dude. You almost shot me!" Xander yelled in exasperation. Dean ignored him and heaved Angelus up to his feet. He and Sam held both of Angelus' arms behind his back.

"Time to re-soul you, bad boy," Willow said and initiated the soul spell. Angelus had a legitimately nervous look on his face. He didn't want to go back to being that wimp! "ACUM!" Angelus shut his eyes waiting for the sensation of being re-souled to take effect, but it didn't come.

"Didn't I say right?" Willow said in a confused tone.

"Let me take a go at it," Zatanna suggested. She quickly said the incantation before Angelus could pull anything. "ACUM!" Nothing; seizing this opportunity Angelus bit Dean's neck. Dean recoiled and released him allowing Angelus to take out Sam. Not wasting another second he made a run for it. Sam and Dean pursued him, but had to stop when Angelus hurled himself off the third floor. He crashed on the hard street below and bolted off into the night.

* * *

"So he got away?"

"Yeah. We searched for him for hours, but there isn't a trace of him anywhere. After Zatanna undid the spell I cast to make everyone in the city disappear his team stationed themselves around Angel Investigations and hasn't left it unguarded for even a second. They said they'd call us if they ever track him down. I just wish I knew why that soul spell didn't work."

"Where's Zatanna now?"

"She left a few days ago. She gave me her card if we ever needed assistance."

"Ms. Summers?" a member of the hospital at the doorway asked.

"That's me."

"These two were caught in the supply closet and claim to know you," he said pulling Chloe and Xander into view. Buffy along with everyone else's mouths hung open at the sight they be held. Xander's hair was messed up and his shirt was half unbuttoned. Chloe's shirt was un-tucked and it looked like she was holding Xander's belt. Xander had a pleading look on his face that screamed 'get me out of this mess'. Buffy just smiled and he gulped knowing that look all too well.

"I've never seen them before in my life."

"Come on! Buffy you can't do this. I saved your life! A lot!" Xander shouted as the hospital member dragged both him and Chloe out of the hospital. Once Xander's screams died out Buffy, Willow, Sam, and Dean all broke out in hysterical laughter.

* * *

"What do we do now?" Chloe asked after they were thrown out of the hospital.

"Well…" Xander said and held up the keys to the Impala. Chloe smirked at him and they ran for the parking lot.

* * *

"By the way, Buffy. This arrived for you early this morning," Willow said handing her a gift after everyone stopped laughing.

"Who's it from?" She asked.

"Why don't you read the card?"

"What ca- oh," Buffy said turning the present over and seeing a car taped to the back.

**Dear Buffy,**

**I heard what happened between you and Big Bad Number 1 and I'm sorry I wasn't around to help. What does this make the score between youguys now? Anyway, I figured you could use something to laugh at while you're cooped up in the hospital.**

**Love,**

**Dawnie**

"Let's see what we've got here," Buffy said ripping off the wrapping paper. She raised her eyebrow at the gift in question and a light chuckle escaped her lips followed by a smile. Attached to it was another note.

**Did I forget to mention this was a gag gift?**

"What is, Buffy?" Sam asked her. Buffy showed them all eliciting a laugh as a response. The Gift was a DVD, which was none other than "Buffy the Vampire Slayer."

* * *

"Those fools are still waiting for me to come back," Angelus thought sitting on the edge of a building a few blocks away from Angel Investigations. He noticed that they were all carrying crossbows. "Soaked in dead man's blood no doubt," he said to no one in particular.

"Why should that stop you?" A female voice asked him. Angelus turned in the direction of the voice and saw a pretty girl in her early twenties. She was dressed in black pants and a black tank top and had blonde hair.

"And you are?"

"My name is Lilith," she introduced changing her eyes to their white color.

"A demon huh. What do you want with me?" He asked getting off the edge and pacing around the top of the building.

"Oh, not much. Just your assistance."

"Don't make me laugh. I don't play well with others in case you didn't know."

"You're assuming that you have a choice. You couldn't be more wrong," she said as five demons surrounded Angelus.

"Do you realize who you're messing with," he said face morphing to its vampire form.

"No. Why don't I find out," Lilith offered; eye color changing again.

* * *

"How're you feeling Lois," Clark asked.

"Super, though I'd love to give that Resident Evil knockoff a piece of my mind. Speaking of which I heard that if it wasn't for you I'd be lying in a hospital morgue right now as opposed to the hospital bed. I want to thank you for that."

"You want to, but you aren't, right?" Clark asked.

"Actually I was but if that's the way you want it."

"I'm only teasing you Lois."

"Of course you are. Well despite what you just said, thanks anyway Clark. You can be a real **Superman** sometimes you know?"

Clark smiled at Lois's comment and thought, "Superman. Not a bad name." He reached out and took Lois's hand; it felt warm in his.

"Are you going to pull away this time?" She asked referencing a similar moment that occurred between them two years ago.

"No," he responded squeezing her hand a bit more. She responded to the pressure he put on her hand and gave him the most dazzling smile he'd ever seen.

"You're secret's safe with me Clark," she thought.

* * *

Tess observed the happy reunion and vacated the hospital. As she was unlocking her car a gust of wind picked up from behind her making her jump a little.

"No need to be scared Ms. Mercer. It's just me."

"Shadow Thief," Tess acknowledged.

"It's Shadow Killer, remember?"

"What did you find out?" She asked expression not changing.

"You are not going to believe this Ms. Mercer. What I saw was totally unreal, but I swear what I tell you is absolutely true."

"What did you see?" She asked wanting him to just get to the point.

"I can't tell you here. What I can tell you is that I saw the person Henrickson told you about."

"Sam?"

"Yep. He's on a level above everyone you've recruited for your little team."

"Do you have anything else?" She asked now intrigued by what he had to say.

"Yes as a matter of fact. Nicked this from Sam and some guy I assume was his brother. They probably don't even realize it's gone," he said giving her Sam and Dean's journal. "I've read through it; real page turner. Especially this page here," he informed her while flipping through the pages until he reached the one he wanted. The top of the page read:

**Crossroad Demons**

**TO BE CONTINUED…**

**A/N: What will Tess do with what she reads in that journal? Will Angelus join Lilith? Does Lois really know the truth about Clark? And what will Dean say if he finds Chloe and Xander in the Impala? Well we will probably never know the answer to the last question, but rest assured that things really pick up in Part 3: Angels and Demons. Thank you all who have read this story. See ya all soon!**


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